42:2C-3 Knowledge; notice.
3.Knowledge; Notice.
a.A person knows a fact when the person:
(1)has actual knowledge of it; or
(2)is deemed to know it under paragraph (1) of subsection d. of this section or law other than this act.
b.A person has notice of a fact when the person:
(1)has reason to know the fact from all of the facts known to the person at the time in question; or
(2)is deemed to have notice of the fact under paragraph (2) of subsection d. of this section.
c.A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
d.A person that is not a member is deemed:
(1)to know of a limitation on authority to transfer real property as provided in subsection g. of section 28 of this act; and
(2)to have notice of a limited liability company's:
(a)dissolution, 90 days after a certificate of dissolution, pursuant to subparagraph (a) of paragraph (2) of subsection b. of section 49 of this act becomes effective;
(b)termination, 90 days after a statement of termination, pursuant to subparagraph (f) of paragraph (2) of subsection b. of section 49 of this act becomes effective; and
(c)merger, conversion, or domestication, 90 days after articles of merger, conversion, or domestication under Article 10 (sections 73 through 87 of this act) become effective.
L.2012, c.50, s.3.
42:2C-4 Nature, purposes and duration of limited liability company.
4.Nature, Purpose and Duration of Limited Liability Company.
a.A limited liability company is an entity distinct from its members.
b.A limited liability company may have any lawful purpose, regardless of whether for profit.
c.A limited liability company has perpetual duration.
L.2012, c.50, s.4.
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Last modified: October 11, 2016